USL annual general meeting: Board appointments

The following were appointed or re-appointed to the board of USL at its annual general meeting: Mr Anand Kripalu (CEO and Diageo-nominated director); Dr Vijay Mallya (non-executive director nominated by United Breweries (Holdings) Limited (“UBHL”)); and Mr Sudhakar Rao, Mr D. Sivanandhan and Dr Indu Shahani (all as independent non-executive directors). The following, who were not subject to appointment or re-appointment at the USL AGM, continue on the USL board: Mr Paul Walsh (non-executive director nominated by Diageo), Mr Ravi Rajagopal (non-executive director nominated by Diageo) and Mr P.A. Murali (CFO and Diageo-nominated director).

Following a reduction in its shareholding in USL, UBHL is no longer entitled to recommend an independent director to the USL board under the shareholders agreement between the Diageo group and the UBHL group (the “Shareholders Agreement”). The composition of the USL board following the annual general meeting reflects this change.

UBHL remains entitled under the Shareholders Agreement to nominate one director to the USL board subject to it continuing to hold at least 1,307,950 shares in USL and Dr Mallya continuing to control UBHL. Diageo’s contractual obligations to support Dr Mallya continuing as non-executive director and chairman of USL are subject to these conditions as well as the absence of certain defaults by UBHL or Dr Mallya.

Dr Mallya remains UBHL’s nominated director and therefore, in accordance with the terms of the Shareholders Agreement, Diageo voted in favour of the resolution at the USL AGM to re-appoint Dr Mallya as a director of USL.

Diageo is the majority shareholder in USL with a 54.78% interest and continues to be entitled under the Shareholders Agreement to appoint its nominees to the roles of CEO and CFO of USL, as well as to nominate and recommend directors to the USL board subject to the overall composition of the USL board meeting the applicable requirements of Indian law and regulation.